Charismatic teenager Mitchell Truce from Melbourne's outer suburbs had the idea to form a Ska band with his high school friends. Failing all his classes "Mitch" felt that the band was his chance to drop out of school and follow his dreams.

Utter Nonsense got their first gigs in grungy, underground venues and pubs and as word spread about this fun new band with a UK sound, their following of the "all inclusive" Rude Boys is soon overrun with tribes of racist national front skinheads.

Rio, a neighbour, and long-term friend has a huge crush on Mitch; they connect emotionally and have always confided in each other over the years. As interest for the band grows Mitch takes the opportunity to date popular girl Mandy. Mandy goes out of her way to rub the relationship in Rio's face however Rio never gives up on him.

Victoria's Assistant Commissioner of Police (Mitch's father) Max Truce starts up a task force to end the National Front's violence which is ramped within the neighbouring suburbs. To complicate things even further Mitch finds out that it is Mandy's brother who is heading the local Nazi regime and causing most of the trouble at their gigs.

Just as it is all becoming too much, they release a pop song called "Changes Must Be Made" which, in turn changes their following to screaming teenage girls and launches a string of TV spots. The band tour the country focusing on their music and climbing the charts all the while facing the highs and lows of friendship, success, fame, and brotherhood.

Within 24 hours of celebrating an international tour opportunity, tragedy strikes the band, and all their dreams are left blowing in the wind.

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